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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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                                   FORM 10-Q/A
                                (AMENDMENT NO. 1)

|X|      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1998

                                      OR

|_|      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
         EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ______________ TO
         ______________.

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                         COMMISSION FILE NUMBER: 1-10934

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                       LAKEHEAD PIPE LINE PARTNERS, L. P.
             (Exact Name of Registrant as Specified in its Charter)

               DELAWARE                                     39-1715850
       (State of Incorporation,                         (I.R.S. Employer
            or Organization)                            Identification No.)

        LAKE SUPERIOR PLACE
      21 WEST SUPERIOR STREET
         DULUTH, MINNESOTA                                  55802-2067
       (Address of Principal                                (Zip Code)
         Executive Offices)

       Registrant's Telephone Number, Including Area Code: (218) 725-0100

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days. Yes X No_____

         Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date.

         The Registrant had 22,290,000 Class A Common Units outstanding as of
August 31, 1998.

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                                EXPLANATORY NOTE

         The following Amendment No. 1 is being filed to amend Item 6 and to
include as an Exhibit to the Form 10-Q the second amendment to the Company's
Amended and Restated Revolving Credit Facility, dated June 16, 1998.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

         a)       Exhibits

                  10.1     Second Amendment to Amended and Restated Revolving
                           Credit Agreement, dated June 16, 1998, among Lakehead
                           Pipe Line Company, Inc., Lakehead Pipe Line Partners,
                           L.P., Lakehead Services Limited Partnership, Lakehead
                           Pipe Line Company, Limited Partnership and Bank of
                           Montreal, The Toronto Dominion Bank, Canadian
                           Imperial Bank of Commerce, ABN AMRO Bank, N.V. Cayman
                           Islands Branch and Bank of Montreal, as agent.

                  27.1     Financial Data Schedule as of and for the six months
                           ended June 30, 1998 (previously filed).

         b)       Reports on Form 8-K

                  A Current Report on Form 8-K was filed on July 21, 1998,
                  submitting an audited Consolidated Statement of Financial
                  Position of Lakehead Pipe Line Company, Inc. (the "General
                  Partner Financials"), the General Partner of Lakehead Pipe
                  Line Partners, L.P., at December 31, 1997 and 1996, together
                  with the Report of Independent Accountants.

                  A Current Report on Form 8-K/A (Amendment No. 1) was filed on
                  September 15, 1998, revising footnote 2 of the General Partner
                  Financials, together with the Report of Independent Public
                  Accountants.



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                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Amendment No. 1 to the report to be signed
on its behalf by the undersigned thereunto duly authorized.

                                         LAKEHEAD PIPE LINE PARTNERS, L. P.
                                         (Registrant)

                                         By: Lakehead Pipe Line Company, Inc.,
                                             as General Partner



                                         By: /s/ M.A. MAKI  
                                            -----------------------------------
                                             M. A. Maki
                                             Chief Accountant
                                             (Principal Financial and 
                                             Accounting Officer)


Date:  September 14, 1998



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                                EXHIBIT INDEX



<TABLE>
<CAPTION>
Exhibit
Number                        Description
------                        -----------
<S>                     <C>
10.1                    Second Amendment to Amended and Restated Revolving    
                        Credit Agreement, dated June 16, 1998, among Lakehead 
                        Pipe Line Company, Inc., Lakehead Pipe Line Partners, 
                        L.P., Lakehead Services Limited Partnership, Lakehead 
                        Pipe Line Company, Limited Partnership and Bank of    
                        Montreal, The Toronto Dominion Bank, Canadian         
                        Imperial Bank of Commerce, ABN AMRO Bank, N.V. Cayman 
                        Islands Branch and Bank of Montreal, as agent.        
                                                                              
27.1                    Financial Data Schedule as of and for the six months  
                        ended June 30, 1998 (previously filed).               
</TABLE>